Independent
Tenure on this board
2.5 yrs
Also a director at
Wendy's Co (WEN)
8 nominees · 4 ballot items.
Proposal 1: Election of eight directors; Proposal 2: Advisory (say-on-pay) vote to approve named executive officers’ compensation; Proposal 3: Ratification of Ernst & Young LLP as independent auditors; Proposal 4: Approval of the Amended and Restated Kohl’s 2024 Long-Term Compensation Plan (increase share pool, extend term, and non-employee director compensation limit).
Elect eight director nominees to serve one-year terms until the 2027 Annual Meeting.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory vote approving executive compensation as disclosed. Management argues its program aligns pay to performance through a majority “at-risk” structure, rigorous metrics (Merchandise Sales and Operating Margin for AIP; Net Sales and Operating Margin for PSUs), and governance controls (clawbacks, stock ownership guidelines). Context includes a prior 2025 say-on-pay result of ~55% support, prompting extensive shareholder outreach and adjustments in disclosure and compensation design, including more performance-based awards and revised treatment for CEO transition awards. The board recommends voting FOR, noting the Compensation Committee reviewed outcomes and implemented changes—such as temporary LTIP measurement adjustments and capping potential payouts—to reinforce alignment and restraint during a strategic reset. Analysts should weigh the company's recent leadership transitions, the temporary one-year performance measurement for the 2025-2027 PSUs (with a three-year TSR modifier and a subsequently applied 127% cap), and investor feedback when assessing whether the compensation structure effectively balances near-term transformation incentives with long-term shareholder alignment.
Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026.
Approve amendments to the 2024 LTCP: add 5,200,000 shares, extend term 10 years to 2036, and set $750,000 annual limit on non-employee director compensation.
This management proposal asks shareholders to approve an amended and restated version of Kohl’s 2024 Long-Term Compensation Plan. The amendments seek 5.2 million additional shares to replenish the Plan’s reserve—driven by ongoing annual grants, off-cycle awards for leadership transitions, and share price volatility that increases share usage—and extend the Plan’s term by ten years to maintain continuity through 2036. It also adds a $750,000 per-year per-director limit on total non-employee director compensation. Management frames the changes as necessary to support a majority performance-based equity program (60% PSUs / 40% RSUs), retain and attract talent, and preserve alignment with shareholder interests. Governance protections remain, including no evergreen replenishment, minimum 12-month vesting (with a 5% carve-out), double-trigger change-in-control treatment, and clawback provisions. Analysts should evaluate the incremental dilution (pro forma dilution rising to ~6.35% if approved), historical burn rate (three-year average ~2.48%), and the company’s rationale that failing to secure the additional share pool would curtail its ability to grant competitive equity and potentially increase reliance on cash compensation that may be less aligned with long-term shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.8% | 12,076,340 | $246M |
| 2 | VANGUARD GROUP INC | 10.1% | 11,333,090 | $231M |
| 3 | AMERICAN CENTURY COMPANIES INC | 4.8% | 5,369,917 | $110M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.7% | 5,312,542 | $108M |
| 5 | FULLER THALER ASSET MANAGEMENT, INC. | 4.3% | 4,879,554 | $100M |
| 6 | STATE STREET CORP | 4.3% | 4,877,234 | $100M |
| 7 | BlackRock, Inc. | 3.6% | 4,082,384 | $83M |
| 8 | GOLDMAN SACHS GROUP INC | 2.9% | 3,258,247 | $67M |
| 9 | UBS Group AG | 2.8% | 3,121,143 | $64M |
| 10 | Allianz Asset Management GmbH | 2.7% | 3,083,525 | $63M |
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